Common use of Payments Etc Clause in Contracts

Payments Etc. Except as permitted below, the Borrower will not, and will not permit any of its Subsidiaries to, make any distribution, dividend, payment or delivery of property or cash on or with respect to its Capital Stock or its membership interests, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any membership or other interests or shares of any class of its Capital Stock now or hereafter outstanding (or any warrants exercisable for, or options or stock appreciation rights in respect of, any of such shares of Capital Stock or membership interests), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of Capital Stock or any membership interest in the Borrower or any shares of Capital Stock or other equity interest in any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants exercisable for or stock appreciation rights issued by the Borrower or any Subsidiary with respect to its Capital Stock or membership interests). The foregoing provisions of this Section 6.16 shall not limit or prohibit any of the following transactions: (a) the making of any distribution, dividend, payment or delivery of property or cash on or with respect to its Capital Stock or its membership interests by (i) any Subsidiary to Trex Company, Inc or TREX Company, LLC or to any Material Subsidiary or (ii) any Subsidiary that is not a Material Subsidiary to another Subsidiary that is not a Material Subsidiary; (b) the payment by Trex Company, Inc. of a dividend on its common stock solely in shares of its common stock in connection with a split of such common stock and of cash in lieu of fractional shares in connection with any such split of common stock; (c) any transaction contemplated by the Warrant, including the retirement and cancellation of the Warrant and the issuance of new warrants in exchange, replacement or substitution therefor and payment of cash in lieu of fractional shares of common stock of Trex Company, Inc. upon any exercise of the Warrant; (d) any transaction which is expressly permitted by Section 6.14 or Section 6.15; (e) any dividend payable solely in Capital Stock of Trex Company, Inc. (other than Disqualified Stock) or any dividend of rights or other distribution of rights under a Shareholder Rights Plan, any issuance of Capital Stock of Trex Company, Inc. (other than Disqualified Stock) upon the exercise of such rights, and any redemption, retirement or other acquisition by Trex Company, Inc. of any such rights for consideration that does not exceed $250,000 in the aggregate; (f) the redemption, retirement, purchase or other acquisition for consideration of any class of Capital Stock of Trex Company, Inc. (or options, warrants or other rights to acquire Capital Stock of Trex Company, Inc.) in exchange for, or out of the proceeds of a substantially concurrent offering of, shares of any class of Capital Stock (other than Disqualified Stock) of Trex Company, Inc. (or options, warrants or other rights to acquire such Capital Stock); (g) the payment of cash in lieu of fractional shares of Capital Stock of Trex Company, Inc. in connection with a transaction of merger or consolidation, Acquisition or transfer of assets that complies with Section 6.14 or Section 6.15(b); provided, however, that the aggregate amount of all such cash payments in any such transaction shall not exceed $100,000; or (h) dividends on or with respect to Capital Stock of Trex Company, Inc. or redemptions or purchases of Capital Stock of Trex Company, Inc. not otherwise permitted under clauses (a) to and including (g) of this Section 6.16 that do not exceed in the aggregate in any fiscal year of the Borrower, 50% of the Consolidated Net Income for the immediately preceding fiscal year, provided that no Default or Event of Default has occurred or will occur immediately after and giving effect to such dividends, redemptions or purchases.

Payments Etc. Except as permitted below, the Borrower will not, and will not permit any of its Subsidiaries to, make any distribution, dividend, payment or delivery of property or cash on or with respect to its Capital Stock capital stock or its membership interests, or issue, redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any membership or other interests or shares of any class of its Capital Stock capital stock now or hereafter outstanding (or any warrants exercisable for, or options or stock appreciation rights in respect of, any of such shares of Capital Stock capital stock or membership interests), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of Capital Stock capital stock or any membership interest in the Borrower or any shares of Capital Stock capital stock or other equity interest in any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants exercisable for or stock appreciation rights issued by the Borrower or any Subsidiary with respect to its Capital Stock capital stock or membership interests). The foregoing provisions of this Section 6.16 6.14 shall not limit or prohibit any of the following transactions: (a) the making payment of any distribution, dividend, payment distribution or delivery of property or cash on or with respect to its Capital Stock or its membership interests dividend by (i) any Subsidiary to Trex Company, Inc Inc. or to TREX Company, LLC or to any Material Subsidiary or (ii) any Subsidiary that is not a Material Subsidiary to another Subsidiary that is not a Material SubsidiaryLLC; (b) the payment by Trex Company, Inc. of a dividend on its common stock solely in shares of its common stock in connection with a split of such common stock and of cash in lieu of fractional shares in connection with any such split of common stock; (c) the issuance of any Warrant and any transaction contemplated by the any Warrant, including the retirement and cancellation of the any existing Warrant and the issuance of new warrants Warrants in exchange, replacement or substitution therefor and payment of cash in lieu of fractional shares of common stock of Trex Company, Inc. upon any exercise of the any Warrant; (d) the issuance by Trex Company, Inc. of shares of its common stock and options to purchase its common stock pursuant to its employee stock purchase plan and stock option and incentive plan for up to the number of shares of common stock authorized by such plans as of the date hereof; or (e) any transaction which is expressly permitted by Section 6.14 6.12 or Section 6.15; (e) any dividend payable solely in Capital Stock of Trex Company, Inc. (other than Disqualified Stock) or any dividend of rights or other distribution of rights under a Shareholder Rights Plan, any issuance of Capital Stock of Trex Company, Inc. (other than Disqualified Stock) upon the exercise of such rights, and any redemption, retirement or other acquisition by Trex Company, Inc. of any such rights for consideration that does not exceed $250,000 in the aggregate; (f) the redemption, retirement, purchase or other acquisition for consideration of any class of Capital Stock of Trex Company, Inc. (or options, warrants or other rights to acquire Capital Stock of Trex Company, Inc.) in exchange for, or out of the proceeds of a substantially concurrent offering of, shares of any class of Capital Stock (other than Disqualified Stock) of Trex Company, Inc. (or options, warrants or other rights to acquire such Capital Stock); (g) the payment of cash in lieu of fractional shares of Capital Stock of Trex Company, Inc. in connection with a transaction of merger or consolidation, Acquisition or transfer of assets that complies with Section 6.14 or Section 6.15(b); provided, however, that the aggregate amount of all such cash payments in any such transaction shall not exceed $100,000; or (h) dividends on or with respect to Capital Stock of Trex Company, Inc. or redemptions or purchases of Capital Stock of Trex Company, Inc. not otherwise permitted under clauses (a) to and including (g) of this Section 6.16 that do not exceed in the aggregate in any fiscal year of the Borrower, 50% of the Consolidated Net Income for the immediately preceding fiscal year, provided that no Default or Event of Default has occurred or will occur immediately after and giving effect to such dividends, redemptions or purchases6.13.